Refreshed Corporate Leadership and Dedicated
Field Team Expand Patient Access, Drove Sequential Growth
every Quarter in Topline Revenue and Visits per Day
Accelerated Execution of Clinic Operations and
Geographic Footprint Strategies, Drove Sequential
Improvement every Quarter in Revenue per Clinic and Visits per Day
per Clinic
Beat 2023 Revenue and Adjusted
EBITDA1 Guidance
BOLINGBROOK, Ill., Feb. 26,
2024 /PRNewswire/ -- ATI Physical Therapy, Inc.
(NYSE: ATIP) ("ATI" or the "Company"), a nationally recognized
outpatient physical therapy provider in the United States, today reported financial
results for the fourth quarter and full year ended December 31, 2023.
"We started 2023 with an enhanced corporate leadership team,
laid out our plans, and finished the year exceeding what we set out
to accomplish," said Sharon Vitti,
Chief Executive Officer of ATI. "Our providers expanded patient
access and created increasingly busy clinic environments every
single quarter. This past year's successes are a direct result of
the resilience and dedication of our entire team to our
purpose."
Ms. Vitti continued, "ATI has an outstanding physical therapy
platform, as evidenced by the strong demand for our quality care,
the favorable payor rates we garnered in 2023, and the
'exceptional' rating and bonus payments we again received from CMS
for quality patient care. We are confident in our future and look
forward to continuing to execute on our strategic plans while
delivering value to our patients, team members, shareholders,
and stakeholders."
Joe Jordan, Chief Financial
Officer of ATI, said, "We are excited to have beat our 2023 revenue
and adjusted EBITDA1 guidance. Our initiatives
to advance operational efficiency and profitability generated solid
progression in financial results in 2023, and that momentum is
carrying into 2024."
Fourth Quarter 2023 Results
Supplemental tables of key performance metrics for the first
quarter of 2021 through the fourth quarter of 2023 are presented
after the financial statements at the end of this press release.
Commentary on performance results in the fourth quarter of 2023 is
as follows:
- Net revenue was $182.3 million
compared to $177.5 million in the
third quarter of 2023 and $161.8
million in the fourth quarter of 2022, an increase of 2.7%
quarter-over-quarter and 12.7% year-over-year. The increases were
primarily driven by adept execution by the Company's clinicians to
ensure access for patients and strong demand for ATI's physical
therapy ("PT") and adjacent services. The year-over-year increase
was also due to a higher rate per visit.
- Net patient revenue was $166.1
million compared to $162.3
million in the third quarter of 2023 and $146.2 million in the fourth quarter of 2022, an
increase of 2.4% quarter-over-quarter and 13.6% year-over-year. See
below for discussion of drivers to net patient revenue (i.e.,
patient visits and Rate per Visit).
- Other revenue was $16.1 million
compared to $15.2 million in the
third quarter of 2023 and $15.6
million in the fourth quarter of 2022, an increase of 6.3%
quarter-over-quarter and 3.7% year-over-year. The
quarter-over-quarter increase was primarily due to higher Sports
Medicine revenue, and the year-over-year increase was mostly due to
higher MSA revenue.
- Visits per Day ("VPD") were 24,238 compared to 23,435 in the
third quarter of 2023 and 22,316 in the fourth quarter of 2022, an
increase of 3.4% quarter-over-quarter and 8.6% year-over-year. The
increases were driven by the Company's increased capacity to see
patients through a higher number of clinical FTE and higher
productivity per clinical FTE.
- VPD per Clinic was 27.0 compared to 25.9 in the third quarter
of 2023 and 24.1 in the fourth quarter of 2022, an increase of 1.1
visits quarter-over-quarter and 2.9 visits year-over-year. These
increases were primarily driven by the Company's continued focus on
operational excellence within its clinics and ongoing footprint
optimization efforts.
- Rate per Visit ("RPV") was $108.81 compared to $109.90 in the third quarter of 2023 and
$103.99 in the fourth quarter of
2022, a decrease of 1.0% quarter-over-quarter and an increase of
4.6% year-over-year. The quarter-over-quarter decrease was
primarily driven by the absence of certain one-time favorable
adjustments present in the third quarter of 2023. The
year-over-year increase was mostly driven by operational
improvements around front-end and claims submission processes and
favorable contracting in certain key markets.
- Salaries and related costs were $99.3
million compared to $97.1
million in the third quarter of 2023 and $90.7 million in the fourth quarter of 2022, an
increase of 2.2% quarter-over-quarter and 9.5% year-over-year. The
quarter-over-quarter increase was primarily due to more clinical
and support staff FTE. The year-over-year increase was primarily
due to more clinical and support staff FTE in addition to
compensation inflation.
- PT salaries and related costs per visit were $56.56 compared to $57.47 in the third quarter of 2023 and
$54.92 in the fourth quarter of 2022,
a decrease of 1.6% quarter-over-quarter and an increase of 3.0%
year-over-year. The quarter-over-quarter decrease was primarily
driven by a higher labor productivity of 9.4 VPD per clinical FTE
compared to 9.3 in the third quarter of 2023. The year-over-year
increase was primarily due to higher compensation per FTE,
partially offset by a higher labor productivity of 9.4 VPD per
clinical FTE compared to 9.0 in the fourth quarter of 2022.
- Rent, clinic supplies, contract labor and other was
$52.6 million compared to
$52.7 million in the third quarter of
2023 and $49.1 million in the fourth
quarter of 2022, essentially flat quarter-over-quarter and an
increase of 7.0% year-over-year. The year-over-year increase was
primarily driven by higher spending on contract labor and outside
services, partially offset by less clinics.
- PT rent and other per clinic was $57,109 compared to $57,012 in the third quarter of 2023 and
$51,252 in the fourth quarter of
2022, essentially flat quarter-over-quarter and an increase of
11.4% year-over-year. The year-over-year increase was primarily
driven by higher spend on contract labor and outside services.
- Provision for doubtful accounts was $1.4
million compared to $3.3
million in the third quarter of 2023 and $2.5 million in the fourth quarter of
2022. PT provision as a percentage of
net patient revenue was 0.9% compared to 1.7% in the fourth quarter
of 2022, reflecting strong collection experience.
- Selling, general and administrative expenses were $26.5 million compared to $25.1 million in the third quarter of 2023 and
$27.6 million in the fourth quarter
of 2022, an increase of 5.5% quarter-over-quarter and a decrease of
4.2% year-over-year. The quarter-over-quarter increase was driven
primarily by lower legal cost insurance reimbursements and higher
costs from added people and purchased services. The year-over-year
decrease was primarily driven by lower severance costs and lower
net non-ordinary legal and regulatory spend, partially offset by
higher costs from purchased services.
- Non-cash goodwill, intangible and other asset impairment
charges totaled $5.6 million due to
long-lived asset impairments related to subleasing a portion of the
corporate office space, current real estate market conditions, and
underperforming clinics.
- Fair value remeasurement gains related to our 2L notes, warrant
liability, and contingent common shares liability totaled
$16.4 million primarily driven by
decreases in the Company's share price during the period.
- Interest expense during the quarter was $14.9 million compared to $15.5 million in the third quarter of 2023 and
$13.5 million in the fourth quarter
of 2022, a decrease of 3.5% quarter-over-quarter and an increase of
11.0% year-over-year. The quarter-over-quarter decrease was
primarily due to cessation of the incremental 1.0% interest rate on
the senior secured term and revolving loans in October 2023 due to achievement of certain
required financial metrics under the terms of the credit agreement.
The year-over-year increase was primarily due to a lower interest
rate hedge benefit.
- Income tax expense (benefit) was $2.3
million, compared to $0.1
million in the third quarter of 2023 and $(5.0) million in the fourth quarter of 2022.
- Net loss was $4.5 million
compared to $14.6 million in the
third quarter of 2023 and $102.4
million in the fourth quarter of 2022. The fourth quarter of
2022 net loss included $96.0 million
in goodwill, intangible and other asset impairment charges.
- Net loss available to common stockholders was $8.9 million compared to $18.3 million in the third quarter of 2023 and
$108.4 million in the fourth quarter
of 2022.
- Fully diluted Class A common stock loss per share was
$2.15 compared to $4.42 in the third quarter of 2023 and
$26.50 in the fourth quarter of
2022.
- Adjusted EBITDA2 was $12.7
million compared to $9.4
million in the third quarter of 2023 and $6.4 million in the fourth quarter of 2022, an
increase of 34.4% quarter-over-quarter and 99.2% year-over-year.
The quarter-over-quarter increase was primarily due to higher
revenue and lower provision for doubtful accounts, partially offset
by higher clinic and corporate operating costs in support of
business growth. The year-over-year increase was primarily due to
higher revenue, lower provision for doubtful accounts, and lower
corporate operating costs, partially offset by higher clinic
operating costs in support of business growth.
Adjusted EBITDA3 margin was 7.0% compared to 5.3% in the
third quarter of 2023 and 3.9% in the fourth quarter of 2022.
- Net cash (use) generation was $(46.3)
million in 2023 compared to $34.5
million in 2022.
Operating cash use was $12.4 million
year-to-date compared to $65.5
million in 2022, reflecting higher earnings in addition to
the conclusion of the CARES Act repayments and deferred payments in
2022 and other timing differences between accrual and cash
basis.
Investing cash use was $17.4 million
year-to-date compared to $28.0
million in 2022, with the decrease primarily due to fewer
new clinic openings. Thirteen clinics were opened year-to-date
compared to 36 clinics in the prior comparative period.
Financing cash (use) generation was $(16.6)
million year-to-date compared to $128.1 million in 2022. Excluding revolver
activity and the February 2022
refinancing, financing cash use was $6.9
million year-to-date compared to $2.2
million in 2022.
- As of December 31, 2023, total
liquidity was $41.8 million comprised
of cash and cash equivalents of $36.8
million and available revolving credit facility of
$5.0 million. As of 2023 year-end,
the Company also had access to a $25.0
million delayed draw term loan, which was subsequently fully
drawn in January 2024.
Additionally, ATI closed four clinics during the quarter in
connection with the Company's ongoing footprint optimization
initiative, resulting in 896 clinics at the end of the year.
Full Year 2023 Results
Commentary on performance results for full year 2023 is as
follows:
- Net revenue was $699.0 million
compared to $635.7 million for the
full year 2022, an increase of 10.0% year-over-year.
- Net patient revenue was $636.1
million compared to $575.9
million for the full year 2022, an increase of 10.4%
year-over-year.
- Other revenue was $62.9 million
compared to $59.7 million for the
full year 2022, an increase of 5.3% year-over-year.
- Salaries and related costs were $382.4
million compared to $358.0
million for the full year 2022, an increase of 6.8%
year-over-year.
- Rent, clinic supplies, contract labor and other was
$208.6 million compared to
$202.6 million for the full year
2022, an increase of 3.0% year-over-year.
- Provision for doubtful accounts was $11.3 million compared to $13.9 million for the full year 2022. Provision
as a percent of net revenue was 1.8% compared to 2.4% for the full
year 2022.
- Selling, general and administrative expenses were $118.7 million compared to $114.7 million for the full year 2022, an
increase of 3.5% year-over-year.
- Non-cash goodwill, intangible and other asset impairment
charges totaled $5.6 million compared
to $486.3 million for the full year
2022.
- Fair value remeasurement gains related to our 2L notes, warrant
liability, and contingent common shares liability totaled
$26.8 million compared to
$46.8 million for the full year
2022.
- Interest expense was $61.0
million compared to $45.3
million for the full year 2022, an increase of 34.8%
year-over-year primarily due to higher interest rates and higher
revolver borrowings.
- Income tax expense (benefit) was $2.6
million compared to $(48.5)
million for the full year 2022.
- Net loss was $66.1 million
compared to $493.0 million for the
full year 2022.
- Net loss available to common stockholders was $132.0 million compared to $510.3 million for the full year 2022. Fiscal
year 2023 net loss available to common stockholders included
$62.2 million in Series A Preferred
Stock redemption value adjustments and cumulative dividends.
- Fully diluted Class A common stock loss per share was
$31.93 compared to $125.59 for the full year 2022.
- Adjusted EBITDA4 was $36.2
million compared to $6.7
million for the full year 2022, an increase of 439.8%
year-over-year.
Adjusted EBITDA5 margin was 5.2% compared to 1.1% for
the full year 2022.
Additionally, ATI opened 13 clinics and closed and/or divested
40 clinics during 2023 in connection with the Company's ongoing
footprint optimization initiative. The Company had 896 clinics at
the end of the year.
1 Refer to
"Non-GAAP Financial Measures" below.
|
2
Ibid.
|
3
Ibid.
|
4
Ibid.
|
5
Ibid.
|
Fourth Quarter 2023 Earnings Conference Call
Management will host a conference call at 5:00 p.m. Eastern Time on February 26, 2024 to review fourth quarter and
full year 2023 financial results. The conference call can be
accessed via a live audio webcast. To join, please access the
following web link, ATI Physical Therapy, Inc. Q4 2023 Year-End
Earnings Conference Call, on the Company's Investor Relations
website at https://investors.atipt.com at least 15 minutes
early to register and download and install any necessary audio
software. A replay of the call will be available via webcast for
on-demand listening shortly after the completion of the call, at
the same web link, and will remain available for approximately 90
days.
About ATI Physical Therapy
At ATI Physical Therapy, we are committed to helping people live
better. We provide convenient access to high-quality care to
prevent and treat musculoskeletal (MSK) pain. Our approximately 900
locations in 24 states and virtual practice operate under the
largest single-branded platform built to support standardized
clinical guidelines and operating processes. With outcomes from
more than 3 million unique patient cases, ATI strives to utilize
quality standards designed to deliver proven, predictable, and
impactful patient outcomes. From preventative services in the
workplace and athletic training support to outpatient clinical
services and online physical therapy via our online platform,
CONNECT™, a complete list of our service offerings can be found at
ATIpt.com. ATI is based in Bolingbrook,
Illinois.
Forward-Looking Statements
All statements other than statements of historical facts
contained in this communication are forward-looking statements for
purposes of the safe harbor provisions under the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of the words such as
"believe," "may," "will," "estimate," "continue," "anticipate,"
"intend," "expect," "should," "would," "plan," "project,"
"forecast," "predict," "potential," "seem," "seek," "future,"
"outlook," "target" or similar expressions that predict or indicate
future events or trends or that are not statements of historical
matters. These forward-looking statements include, but are not
limited to, statements regarding the impact of physical therapist
attrition and ability to achieve and maintain clinical staffing
levels and clinician productivity, anticipated visit and referral
volumes and other factors on the Company's overall profitability,
and estimates and forecasts of other financial and performance
metrics and projections of market opportunity. These statements are
based on various assumptions, whether or not identified in this
communication, and on the current expectations of the Company's
management and are not predictions of actual performance. These
forward-looking statements are provided for illustrative purposes
only and are not intended to serve as, and must not be relied on by
any investor as, a guarantee, an assurance, a prediction or a
definitive statement of fact or probability. Actual events and
circumstances are difficult or impossible to predict and will
differ from assumptions. Many actual events and circumstances are
beyond the control of the Company.
These forward-looking statements are subject to a number of
risks and uncertainties, including:
- our liquidity position raises substantial doubt about our
ability to continue as a going concern;
- risks associated with liquidity and capital markets, including
the Company's ability to generate sufficient cash flows, together
with cash on hand, to run its business, cover liquidity and capital
requirements and resolve substantial doubt about the Company's
ability to continue as a going concern;
- our ability to meet financial covenants as required by our 2022
Credit Agreement, as amended;
- risks related to outstanding indebtedness and preferred stock,
rising interest rates and potential increases in borrowing costs,
compliance with associated covenants and provisions and the
potential need to seek additional or alternative debt or capital
financing in the future;
- risks related to the Company's ability to access additional
financing or alternative options when needed;
- our dependence upon governmental and third-party private payors
for reimbursement and that decreases in reimbursement rates,
renegotiation or termination of payor contracts, billing disputes
with third-party payors or unfavorable changes in payor, state and
service mix may adversely affect our financial results;
- federal and state governments' continued efforts to contain
growth in Medicaid expenditures, which could adversely affect the
Company's revenue and profitability;
- payments that we receive from Medicare and Medicaid being
subject to potential retroactive reduction;
- changes in Medicare rules and guidelines and reimbursement or
failure of our clinics to maintain their Medicare certification
and/or enrollment status;
- compliance with federal and state laws and regulations relating
to the privacy of individually identifiable patient information,
and associated fines and penalties for failure to comply;
- risks associated with public health crises, epidemics and
pandemics, including the COVID-19 pandemic, and their direct and
indirect impacts or lingering effects on the business, which could
lead to a decline in visit volumes and referrals;
- our inability to compete effectively in a competitive industry,
subject to rapid technological change and cost inflation, including
competition that could impact the effectiveness of our strategies
to improve patient referrals and our ability to identify, recruit,
hire and retain skilled physical therapists;
- our inability to maintain high levels of service and patient
satisfaction;
- risks associated with the locations of our clinics, including
the economies in which we operate and the potential need to close
clinics and incur closure costs;
- our dependence upon the cultivation and maintenance of
relationships with customers, suppliers, physicians and other
referral sources;
- the severity of climate change or the weather and natural
disasters that can occur in the regions of the U.S. in which we
operate, which could cause disruption to our business;
- risks associated with future acquisitions, divestitures and
other business initiatives, which may use significant resources,
may be unsuccessful and could expose us to unforeseen
liabilities;
- failure of third-party vendors, including customer service,
technical and information technology ("IT") support providers and
other outsourced professional service providers to adequately
address customers' requests and meet Company requirements;
- risks associated with our ability to secure renewals of current
suppliers and other material agreements that the Company currently
depends upon for business operations;
- risks associated with our reliance on IT infrastructure in
critical areas of our operations including, but not limited to,
cyber and other security threats;
- a security breach of our IT systems or our third-party vendors'
IT systems may subject us to potential legal action and
reputational harm and may result in a violation of the Health
Insurance Portability and Accountability Act of 1996 or the Health
Information Technology for Economic and Clinical Health Act;
- maintaining clients for which we perform management and other
services, as a breach or termination of those contractual
arrangements by such clients could cause operating results to be
less than expected;
- our failure to maintain financial controls and processes over
billing and collections or disputes with third-party private payors
could have a significant negative impact on our financial condition
and results of operations;
- our operations are subject to extensive regulation and
macroeconomic uncertainty;
- our ability to meet revenue and earnings expectations;
- risks associated with applicable state laws regarding
fee-splitting and professional corporation laws;
- inspections, reviews, audits and investigations under federal
and state government programs and third-party private payor
contracts that could have adverse findings that may negatively
affect our business, including our results of operations,
liquidity, financial condition and reputation;
- changes in or our failure to comply with existing federal and
state laws or regulations or the inability to comply with new
government regulations on a timely basis;
- our ability to maintain necessary insurance coverage at
competitive rates;
- the outcome of any legal and regulatory matters, proceedings or
investigations instituted against us or any of our directors or
officers, and whether insurance coverage will be available and/or
adequate to cover such matters or proceedings;
- general economic conditions, including but not limited to
inflationary and recessionary periods;
- our facilities face competition for experienced physical
therapists and other clinical providers that may increase labor
costs, result in elevated levels of contract labor and reduce
profitability;
- risks associated with our ability to attract and retain
talented executives and employees amidst the impact of unfavorable
labor market dynamics, wage inflation and recent reduction in value
of our share-based compensation incentives, including potential
failure of steps being taken to reduce attrition of physical
therapists and increase hiring of physical therapists;
- risks resulting from the 2L Notes, IPO Warrants, Earnout Shares
and Vesting Shares being accounted for as liabilities at fair value
and the changes in fair value affecting our financial results;
- further impairments of goodwill and other intangible assets,
which represent a significant portion of our total assets,
especially in view of the Company's recent market valuation;
- our inability to maintain effective internal control over
financial reporting;
- risks related to dilution of Common Stock ownership interests
and voting interests as a result of the issuance of 2L Notes and
Series B Preferred Stock;
- costs related to operating as a public company; and
- risks associated with our efforts and ability to regain and
sustain compliance with the listing requirements of our securities
on the New York Stock Exchange ("NYSE").
If any of these risks materialize or our assumptions prove
incorrect, actual results could differ materially from the results
implied by these forward-looking statements.
Investors should also review those factors discussed in the
Company' Form 10-K for the fiscal year ended December 31, 2023, under the heading "Risk
Factors," and other documents filed, or to be filed, by ATI with
the SEC. New risk factors emerge from time to time and it is not
possible to predict all such risk factors, nor can the Company
assess the impact of all such risk factors on the business of the
Company or the extent to which any factor or combination of factors
may cause actual results to differ materially from those contained
in any forward-looking statements. All forward-looking statements
attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by the foregoing cautionary
statements. Readers should not place undue reliance on
forward-looking statements. The Company undertakes no obligations
to publicly update or revise any forward-looking statements after
the date they are made or to reflect the occurrence of
unanticipated events, whether as a result of new information,
future events or otherwise, except as required by law.
In addition, statements of belief and similar statements reflect
the beliefs and opinions of the Company on the relevant subject.
These statements are based upon information available to the
Company, as applicable, as of the date of this communication, and
while the Company believes such information forms a reasonable
basis for such statements, such information may be limited or
incomplete, and statements should not be read to indicate that the
Company has conducted an exhaustive inquiry into, or review of, all
potentially available relevant information. These statements are
inherently uncertain and you are cautioned not to unduly rely upon
these statements.
Non-GAAP Financial Measures
To supplement the Company's financial information presented in
accordance with GAAP and aid understanding of the Company's
business performance, the Company uses certain non-GAAP financial
measures, namely "Adjusted EBITDA" and "Adjusted EBITDA margin."
ATI believes Adjusted EBITDA and Adjusted EBITDA margin (i.e.,
Adjusted EBITDA divided by Net Revenue) assist investors and
analysts in comparing the Company's operating performance across
reporting periods on a consistent basis by excluding items that it
does not believe are indicative of ATI's core operating
performance.
Management believes these non-GAAP financial measures are useful
to investors in highlighting trends in our operating performance,
while other measures can differ significantly depending on
long-term strategic decisions regarding capital structure, the tax
jurisdictions in which ATI operates and capital investments.
Management uses these non-GAAP financial measures to supplement
GAAP measures of performance in the evaluation of the effectiveness
of the Company's business strategies, to make budgeting decisions,
to establish discretionary annual incentive compensation and to
compare ATI's performance against that of other peer companies
using similar measures. Management supplements GAAP results with
non-GAAP financial measures to provide a more complete
understanding of the factors and trends affecting the business than
GAAP results alone.
Adjusted EBITDA and Adjusted EBITDA margin are not recognized
terms under GAAP and should not be considered as an alternative to
net income (loss) or the ratio of net income (loss) to net revenue
as a measure of financial performance, cash flows provided by
operating activities as a measure of liquidity, or any other
performance measure derived in accordance with GAAP. Additionally,
these measures are not intended to be a measure of cash available
for management's discretionary use as they do not consider certain
cash requirements such as interest payments, tax payments and debt
service requirements. The presentations of these measures have
limitations as analytical tools and should not be considered in
isolation, or as a substitute for analysis of the Company's results
as reported under GAAP. Because not all companies use identical
calculations, the presentations of these measures may not be
comparable to other similarly titled measures of other companies
and can differ significantly from company to company.
Please see "Reconciliation of GAAP to Non-GAAP Financial
Measures" below for reconciliations of non-GAAP financial measures
used in this release to their most directly comparable GAAP
financial measures.
Contacts:
Investor Relations
Joanne Fong
SVP, Treasurer and Head of Investor Relations
ATI Physical Therapy
investors@atipt.com
331-273-4891
Media Inquiries
Genesa Garbarino
Garbo Communications
genesa@garbo.agency
424-499-7025
Rob Manker
Marketing Director
ATI Physical Therapy
warren.manker@atipt.com
630-430-4018
ATI Physical
Therapy
Condensed Consolidated Statements of
Operations
($ in
thousands)
(unaudited)
|
|
|
Three Months
Ended
|
|
Year
Ended
|
|
December 31,
2023
|
|
December 31,
2022
|
|
December 31,
2023
|
|
December 31,
2022
|
|
|
|
|
|
|
|
|
Net patient
revenue
|
$
166,145
|
|
$
146,196
|
|
$
636,095
|
|
$
575,940
|
Other
revenue
|
16,147
|
|
15,568
|
|
62,921
|
|
59,731
|
Net revenue
|
182,292
|
|
161,764
|
|
699,016
|
|
635,671
|
|
|
|
|
|
|
|
|
Cost of
services:
|
|
|
|
|
|
|
|
Salaries and related
costs
|
99,251
|
|
90,652
|
|
382,370
|
|
357,982
|
Rent, clinic supplies,
contract labor and other
|
52,579
|
|
49,131
|
|
208,593
|
|
202,568
|
Provision for doubtful
accounts
|
1,420
|
|
2,461
|
|
11,251
|
|
13,869
|
Total cost of
services
|
153,250
|
|
142,244
|
|
602,214
|
|
574,419
|
Selling, general and
administrative expenses
|
26,475
|
|
27,629
|
|
118,728
|
|
114,724
|
Goodwill, intangible
and other asset impairment charges
|
5,591
|
|
96,038
|
|
5,591
|
|
486,262
|
Operating
loss
|
(3,024)
|
|
(104,147)
|
|
(27,517)
|
|
(539,734)
|
Change in fair value of
2L Notes
|
(15,976)
|
|
—
|
|
(24,471)
|
|
—
|
Change in fair value of
warrant liability
|
(7)
|
|
(592)
|
|
(95)
|
|
(4,243)
|
Change in fair value of
contingent common shares liability
|
(450)
|
|
(9,765)
|
|
(2,257)
|
|
(42,525)
|
Interest expense,
net
|
14,943
|
|
13,463
|
|
61,039
|
|
45,278
|
Other expense,
net
|
688
|
|
152
|
|
1,777
|
|
3,333
|
Loss before
taxes
|
(2,222)
|
|
(107,405)
|
|
(63,510)
|
|
(541,577)
|
Income tax expense
(benefit)
|
2,286
|
|
(4,998)
|
|
2,568
|
|
(48,530)
|
Net loss
|
(4,508)
|
|
(102,407)
|
|
(66,078)
|
|
(493,047)
|
Net income (loss)
attributable to non-controlling interests
|
1,115
|
|
358
|
|
3,717
|
|
(668)
|
Net loss attributable
to ATI Physical Therapy, Inc.
|
(5,623)
|
|
(102,765)
|
|
(69,795)
|
|
(492,379)
|
Less: Series A Senior
Preferred Stock redemption value adjustments
|
(2,811)
|
|
—
|
|
38,958
|
|
—
|
Less: Series A Senior
Preferred Stock cumulative dividend
|
6,132
|
|
5,613
|
|
23,219
|
|
17,876
|
Net loss available to
common stockholders
|
$
(8,944)
|
|
$ (108,378)
|
|
$ (131,972)
|
|
$ (510,255)
|
|
|
|
|
|
|
|
|
Loss per share of
Class A common stock:
|
|
|
|
|
|
|
|
Basic
|
$
(2.15)
|
|
$
(26.50)
|
|
$
(31.93)
|
|
$
(125.59)
|
Diluted
|
$
(2.15)
|
|
$
(26.50)
|
|
$
(31.93)
|
|
$
(125.59)
|
Weighted average
shares outstanding:
|
|
|
|
|
|
|
|
Basic and
diluted
|
4,157
|
|
4,089
|
|
4,133
|
|
4,063
|
ATI Physical
Therapy
Condensed
Consolidated Balance Sheets
($ in
thousands)
(unaudited)
|
|
|
December 31,
2023
|
|
December 31,
2022
|
Assets:
|
|
|
|
Current
assets:
|
|
|
|
Cash and cash
equivalents
|
$
36,802
|
|
$
83,139
|
Accounts receivable
(net of allowance for doubtful accounts of $48,055 and
$47,620 at December
31, 2023 and December 31, 2022, respectively)
|
88,512
|
|
80,673
|
Prepaid
expenses
|
12,920
|
|
13,526
|
Insurance recovery
receivable
|
23,981
|
|
933
|
Other current
assets
|
4,367
|
|
9,107
|
Assets held for
sale
|
2,056
|
|
6,755
|
Total current
assets
|
168,638
|
|
194,133
|
|
|
|
|
Property and equipment,
net
|
100,422
|
|
123,690
|
Operating lease
right-of-use assets
|
194,423
|
|
226,092
|
Goodwill,
net
|
289,650
|
|
286,458
|
Trade name and other
intangible assets, net
|
245,858
|
|
246,582
|
Other non-current
assets
|
4,290
|
|
2,030
|
Total assets
|
$
1,003,281
|
|
$
1,078,985
|
|
|
|
|
Liabilities,
Mezzanine Equity and Stockholders' Equity:
|
|
|
|
Current
liabilities:
|
|
|
|
Accounts
payable
|
$
14,704
|
|
$
12,559
|
Accrued expenses and
other liabilities
|
88,435
|
|
53,672
|
Current portion of
operating lease liabilities
|
51,530
|
|
47,676
|
Liabilities held for
sale
|
1,778
|
|
2,614
|
Total current
liabilities
|
156,447
|
|
116,521
|
|
|
|
|
Long-term debt,
net(1)
|
433,578
|
|
531,600
|
2L Notes due to related
parties, at fair value
|
79,472
|
|
—
|
Warrant
liability
|
3
|
|
98
|
Contingent common
shares liability
|
578
|
|
2,835
|
Deferred income tax
liabilities
|
21,367
|
|
18,886
|
Operating lease
liabilities
|
185,602
|
|
218,424
|
Other non-current
liabilities
|
1,696
|
|
1,834
|
Total
liabilities
|
878,743
|
|
890,198
|
Commitments and
contingencies
|
|
|
|
Mezzanine
equity:
|
|
|
|
Series A Senior
Preferred Stock, $0.0001 par value; 1.0 million shares
authorized; 0.2
million shares issued and outstanding; $1,249.06 stated
value
per share at December
31, 2023; $1,108.34 stated value per share at
December 31,
2022
|
220,393
|
|
140,340
|
|
(1) Includes
$17.0 million of principal amount of debt due to related parties as
of December 31, 2023.
|
|
Stockholders'
equity:
|
|
|
|
Class A common stock,
$0.0001 par value; 470.0 million shares authorized; 4.2
million shares issued,
4.0 million shares outstanding at December 31, 2023; 4.1
million shares issued,
4.0 million shares outstanding at December 31, 2022
|
—
|
|
—
|
Treasury stock, at
cost, 0.007 million shares and 0.002 million shares at
December 31, 2023 and
December 31, 2022, respectively
|
(219)
|
|
(146)
|
Additional paid-in
capital
|
1,308,119
|
|
1,378,716
|
Accumulated other
comprehensive income
|
406
|
|
4,899
|
Accumulated
deficit
|
(1,409,306)
|
|
(1,339,511)
|
Total ATI Physical
Therapy, Inc. equity
|
(101,000)
|
|
43,958
|
Non-controlling
interests
|
5,145
|
|
4,489
|
Total stockholders'
equity
|
(95,855)
|
|
48,447
|
Total liabilities,
mezzanine equity and stockholders' equity
|
$
1,003,281
|
|
$
1,078,985
|
ATI Physical
Therapy
Condensed
Consolidated Statements of Cash Flows
($ in
thousands)
(unaudited)
|
|
|
Year
Ended
|
|
December 31,
2023
|
|
December 31,
2022
|
Operating
activities:
|
|
|
|
Net loss
|
$
(66,078)
|
|
$
(493,047)
|
Adjustments to
reconcile net loss to net cash used in operating
activities:
|
|
|
|
Goodwill, intangible
and other asset impairment charges
|
5,591
|
|
486,262
|
Depreciation and
amortization
|
37,412
|
|
40,590
|
Provision for doubtful
accounts
|
11,251
|
|
13,869
|
Deferred income tax
provision
|
2,481
|
|
(48,573)
|
Non-cash lease expense
related to right-of-use assets
|
47,926
|
|
48,253
|
Non-cash share-based
compensation
|
8,766
|
|
7,374
|
Amortization of debt
issuance costs and original issue discount
|
2,889
|
|
2,873
|
Non-cash interest
expense
|
6,567
|
|
3,481
|
Loss on extinguishment
of debt
|
444
|
|
2,809
|
Loss on disposal and
sale of assets
|
1,743
|
|
9
|
Change in fair value
of 2L Notes
|
(24,471)
|
|
—
|
Change in fair value
of warrant liability
|
(95)
|
|
(4,243)
|
Change in fair value
of contingent common shares liability
|
(2,257)
|
|
(42,525)
|
Change in fair value
of non-designated derivative instrument
|
475
|
|
—
|
Changes in:
|
|
|
|
Accounts
receivable, net
|
(18,604)
|
|
(12,573)
|
Insurance
recovery receivable
|
(23,048)
|
|
7
|
Prepaid
expenses and other current assets
|
3,595
|
|
(5,031)
|
Other
non-current assets
|
(2,413)
|
|
39
|
Accounts
payable
|
1,138
|
|
(48)
|
Accrued
expenses and other liabilities
|
42,017
|
|
854
|
Operating lease
liabilities
|
(47,732)
|
|
(53,628)
|
Other
non-current liabilities
|
37
|
|
28
|
Medicare
Accelerated and Advance Payment Program Funds
|
—
|
|
(12,288)
|
Net cash used in
operating activities
|
(12,366)
|
|
(65,508)
|
|
|
|
|
Investing
activities:
|
|
|
|
Purchases of property
and equipment
|
(17,322)
|
|
(28,147)
|
Proceeds from sale of
property and equipment
|
91
|
|
157
|
Proceeds from sale of
clinics
|
355
|
|
77
|
Payment of holdback
liabilities related to acquisitions
|
(490)
|
|
(135)
|
Net cash used in
investing activities
|
(17,366)
|
|
(28,048)
|
|
|
|
|
Financing
activities:
|
|
|
|
Proceeds from long-term
debt
|
—
|
|
500,000
|
Proceeds from 2L Notes
from related parties
|
3,243
|
|
—
|
Financing transaction
costs
|
(6,287)
|
|
—
|
Deferred financing
costs
|
(84)
|
|
(12,952)
|
Original issue
discount
|
—
|
|
(10,000)
|
Principal payments on
long-term debt
|
—
|
|
(555,048)
|
Proceeds from issuance
of Series A Senior Preferred Stock
|
—
|
|
144,667
|
Proceeds from issuance
of 2022 Warrants
|
—
|
|
20,333
|
Proceeds from revolving
line of credit
|
35,000
|
|
48,200
|
Payments on revolving
line of credit
|
(44,750)
|
|
—
|
Equity issuance costs
and original issue discount
|
—
|
|
(4,935)
|
Payment of contingent
consideration liabilities
|
(593)
|
|
(203)
|
Taxes paid on behalf of
employees for shares withheld
|
(73)
|
|
(51)
|
Distribution to
non-controlling interest holders
|
(3,061)
|
|
(1,932)
|
Net cash (used in)
provided by financing activities
|
(16,605)
|
|
128,079
|
|
|
|
|
Changes in cash and
cash equivalents:
|
|
|
|
Net decrease in cash
and cash equivalents
|
(46,337)
|
|
34,523
|
Cash and cash
equivalents at beginning of period
|
83,139
|
|
48,616
|
Cash and cash
equivalents at end of period
|
$
36,802
|
|
$
83,139
|
|
|
|
|
Supplemental noncash
disclosures:
|
|
|
|
Derivative changes in
fair value (1)
|
$
4,493
|
|
$
(4,871)
|
Purchases of property
and equipment in accounts payable
|
$
2,645
|
|
$
1,660
|
Exchange of Senior
Secured Term Loan for related party 2L Notes
|
$
100,000
|
|
$
—
|
Debt discount on Senior
Secured Term Loan
|
$
(1,797)
|
|
$
—
|
Capital contribution
from recognition of delayed draw right asset
|
$
690
|
|
$
—
|
Series A Senior
Preferred Stock dividends and redemption value
adjustments
|
$
80,053
|
|
$
—
|
|
|
|
|
Other supplemental
disclosures:
|
|
|
|
Cash paid for
interest
|
$
52,893
|
|
$
41,617
|
Cash received from
hedging activities
|
$
5,380
|
|
$
3,497
|
Cash (received from)
paid for taxes
|
$
(45)
|
|
$
84
|
|
(1)
Derivative changes in fair value related to unrealized loss (gain)
on cash flow hedges, including the impact of
reclassifications.
|
ATI Physical
Therapy, Inc.
Supplemental Tables
of Key Performance Metrics
|
|
|
Financial Metrics ($
in 000's)
|
|
Net Patient
Revenue
|
Other
Revenue
|
Net Revenue
|
Adjusted
EBITDA
|
Adj EBITDA
margin
|
Q1 2021
|
$132,271
|
$16,791
|
$149,062
|
$5,590
|
3.8 %
|
Q2 2021
|
$146,679
|
$17,354
|
$164,033
|
$23,999
|
14.6 %
|
Q3 2021
|
$141,855
|
$17,158
|
$159,013
|
$8,539
|
5.4 %
|
Q4 2021
|
$140,275
|
$15,488
|
$155,763
|
$1,643
|
1.1 %
|
Q1 2022
|
$138,925
|
$14,897
|
$153,822
|
$(4,695)
|
(3.1) %
|
Q2 2022
|
$148,506
|
$14,787
|
$163,293
|
$5,436
|
3.3 %
|
Q3 2022
|
$142,313
|
$14,479
|
$156,792
|
$(392)
|
(0.3) %
|
Q4 2022
|
$146,196
|
$15,568
|
$161,764
|
$6,363
|
3.9 %
|
Q1 2023
|
$150,754
|
$16,178
|
$166,932
|
$4,790
|
2.9 %
|
Q2 2023
|
$156,938
|
$15,399
|
$172,337
|
$9,338
|
5.4 %
|
Q3 2023
|
$162,258
|
$15,197
|
$177,455
|
$9,429
|
5.3 %
|
Q4 2023
|
$166,145
|
$16,147
|
$182,292
|
$12,675
|
7.0 %
|
|
Operational
Metrics
|
|
Visits
per Day
(1)
|
Clinical
FTE
(2)
|
VPD
per cFTE
(3)
|
ATI
Clinician
Headcount
(4)
|
Contractor
Headcount (5)
|
ATI Clinician
Headcount
|
Adds
(6)
|
Turnover
(7)
|
Q1 2021
|
19,520
|
2,284
|
8.5
|
2,558
|
16
|
41 %
|
31 %
|
Q2 2021
|
21,569
|
2,325
|
9.3
|
2,526
|
43
|
37 %
|
44 %
|
Q3 2021
|
20,674
|
2,359
|
8.8
|
2,583
|
108
|
51 %
|
42 %
|
Q4 2021
|
20,649
|
2,490
|
8.3
|
2,650
|
109
|
37 %
|
31 %
|
Q1 2022
|
21,062
|
2,466
|
8.5
|
2,658
|
158
|
25 %
|
23 %
|
Q2 2022
|
22,403
|
2,465
|
9.1
|
2,647
|
151
|
26 %
|
28 %
|
Q3 2022
|
21,493
|
2,465
|
8.7
|
2,691
|
151
|
33 %
|
25 %
|
Q4 2022
|
22,316
|
2,476
|
9.0
|
2,662
|
123
|
19 %
|
26 %
|
Q1 2023
|
22,701
|
2,423
|
9.4
|
2,629
|
168
|
21 %
|
27 %
|
Q2 2023
|
23,412
|
2,452
|
9.5
|
2,681
|
185
|
27 %
|
19 %
|
Q3 2023
|
23,435
|
2,524
|
9.3
|
2,786
|
214
|
35 %
|
20 %
|
Q4 2023
|
24,238
|
2,584
|
9.4
|
2,759
|
179
|
15 %
|
21 %
|
|
|
(1)
|
Equals patient visits
divided by operating days.
|
(2)
|
Represents clinical
staff hours divided by 8 hours divided by number of paid
days.
|
(3)
|
Equals patient visits
divided by operating days divided by clinical full-time equivalent
employees.
|
(4)
|
Represents ATI employee
clinician headcount at end of period.
|
(5)
|
Represents contractor
clinician headcount at end of period.
|
(6)
|
Represents ATI employee
clinician headcount new hire adds divided by average headcount,
multiplied by 4 to annualize.
|
(7)
|
Represents ATI employee
clinician headcount separations divided by average headcount,
multiplied by 4 to annualize.
|
|
Unit Economics: PT
Clinics ($ actual)
|
|
Ending
Clinic Count
|
PT| Revenue
per Clinic
(1)
|
VPD
per Clinic
(2)
|
PT Rate
per Visit
(3)
|
PT Salaries
per Visit
(4)
|
PT Rent
and Other
per Clinic
(5)
|
PT Provision
as % PT
Revenue (6)
|
Q1 2021
|
882
|
$150,536
|
22.2
|
$107.56
|
$54.14
|
$47,722
|
5.4 %
|
Q2 2021
|
889
|
$165,241
|
24.3
|
$106.26
|
$48.22
|
$47,857
|
2.4 %
|
Q3 2021
|
900
|
$158,556
|
23.1
|
$105.56
|
$53.70
|
$49,499
|
2.5 %
|
Q4 2021
|
910
|
$154,772
|
22.8
|
$104.51
|
$55.73
|
$50,976
|
1.5 %
|
Q1 2022
|
922
|
$151,225
|
22.9
|
$103.06
|
$55.47
|
$54,472
|
3.7 %
|
Q2 2022
|
926
|
$160,431
|
24.2
|
$103.57
|
$53.64
|
$53,017
|
2.4 %
|
Q3 2022
|
929
|
$153,410
|
23.2
|
$103.46
|
$56.20
|
$53,945
|
2.0 %
|
Q4 2022
|
923
|
$157,993
|
24.1
|
$103.99
|
$54.92
|
$51,252
|
1.7 %
|
Q1 2023
|
909
|
$165,846
|
25.0
|
$103.76
|
$52.98
|
$56,338
|
2.7 %
|
Q2 2023
|
911
|
$172,207
|
25.7
|
$104.74
|
$54.81
|
$53,866
|
1.5 %
|
Q3 2023
|
900
|
$179,224
|
25.9
|
$109.90
|
$57.47
|
$57,012
|
2.1 %
|
Q4 2023
|
896
|
$184,948
|
27.0
|
$108.81
|
$56.56
|
$57,109
|
0.9 %
|
|
|
(1)
|
Equals Net Patient
Revenue divided by average clinics over the quarter.
|
(2)
|
Equals patient visits
divided by operating days divided by average clinics over the
quarter
|
(3)
|
Equals Net Patient
Revenue divided by patient visits.
|
(4)
|
Equals estimated
patient-related portion of Salaries and Related Costs divided by
patient visits.
|
(5)
|
Equals estimated
patient-related portion of Rent, Clinic Supplies, Contract Labor
and Other divided by average clinics over the quarter.
|
(6)
|
Equals estimated
patient-related portion of Provision for Doubtful Accounts divided
by Net Patient Revenue.
|
|
|
|
|
|
|
Customer
Satisfaction Metrics
|
|
|
|
|
|
|
Net Promoter
Score (1)
|
Google Star
Rating (2)
|
Q1 2021
|
|
|
|
|
|
75
|
4.9
|
Q2 2021
|
|
|
|
|
|
77
|
4.9
|
Q3 2021
|
|
|
|
|
|
73
|
4.9
|
Q4 2021
|
|
|
|
|
|
78
|
4.8
|
Q1 2022
|
|
|
|
|
|
74
|
4.9
|
Q2 2022
|
|
|
|
|
|
75
|
4.9
|
Q3 2022
|
|
|
|
|
|
76
|
4.8
|
Q4 2022
|
|
|
|
|
|
76
|
4.9
|
Q1 2023
|
|
|
|
|
|
76
|
4.8
|
Q2 2023
|
|
|
|
|
|
74
|
4.8
|
Q3 2023
|
|
|
|
|
|
75
|
4.9
|
Q4 2023
|
|
|
|
|
|
76
|
4.9
|
|
|
(1)
|
NPS measures customer
experience from ATI patient survey responses. The score is
calculated as the percentage of promoters less the percentage of
detractors.
|
(2)
|
A Google Star rating is
a five-star rating scale that ranks businesses based on customer
reviews. Customers are given the opportunity to leave a business
review after interacting with a business, which involves choosing
from one star (poor) to five stars (excellent).
|
ATI Physical
Therapy, Inc.
Reconciliation of
GAAP to Non-GAAP Financial Measures
($ in
thousands)
(unaudited)
|
|
|
Three Months
Ended
|
|
December
31,
|
September
30,
|
June
30,
|
March
31,
|
|
2023
|
2023
|
2023
|
2023
|
Net
loss
|
$
(4,508)
|
$
(14,611)
|
$
(21,749)
|
$
(25,210)
|
Plus
(minus):
|
|
|
|
|
Net income
attributable to non-controlling interests
|
(1,115)
|
(586)
|
(956)
|
(1,060)
|
Interest expense,
net
|
14,943
|
15,478
|
16,682
|
13,936
|
Income tax
expense
|
2,286
|
131
|
89
|
62
|
Depreciation and
amortization expense
|
8,915
|
9,154
|
9,211
|
9,564
|
EBITDA
|
$
20,521
|
$
9,566
|
$
3,277
|
$
(2,708)
|
Goodwill, intangible
and other asset impairment charges (1)
|
5,591
|
—
|
—
|
—
|
Change in fair value
of 2L Notes (2)
|
(15,976)
|
(1,485)
|
(7,010)
|
—
|
Changes in fair value
of warrant liability and contingent common shares liability
(3)
|
(457)
|
(394)
|
(990)
|
(511)
|
Legal cost insurance
reimbursements (4)
|
(3,597)
|
(4,274)
|
—
|
—
|
Non-ordinary legal and
regulatory matters (5)
|
3,646
|
3,559
|
2,001
|
1,523
|
Share-based
compensation
|
2,274
|
2,286
|
2,755
|
1,478
|
Transaction costs
(6)
|
131
|
215
|
8,714
|
5,408
|
Change in fair value
of non-designated derivative instrument
|
542
|
(67)
|
—
|
—
|
Pre-opening de novo
costs (7)
|
—
|
23
|
147
|
172
|
Loss on debt
extinguishment (8)
|
—
|
—
|
444
|
—
|
Non-recurring labor
related credits (9)
|
—
|
—
|
—
|
(702)
|
Reorganization and
severance costs (10)
|
—
|
—
|
—
|
130
|
Adjusted
EBITDA
|
$
12,675
|
$
9,429
|
$
9,338
|
$
4,790
|
Adjusted EBITDA
margin
|
7.0 %
|
5.3 %
|
5.4 %
|
2.9 %
|
|
|
(1)
|
Represents non-cash
charges related to the write-down of long-lived assets.
|
(2)
|
Represents non-cash
amounts related to the change in the estimated fair value of the 2L
Notes.
|
(3)
|
Represents non-cash
amounts related to the change in the estimated fair value of IPO
Warrants, Earnout Shares and Vesting Shares.
|
(4)
|
Represents insurance
reimbursements for legal costs incurred related to the previously
disclosed ATIP stockholder class action complaints and derivative
complaint.
|
(5)
|
Represents non-ordinary
course legal costs related to the previously disclosed ATIP
stockholder class action complaints, derivative complaint, and SEC
matter.
|
(6)
|
Represents
non-capitalizable debt and capital transaction costs.
|
(7)
|
Represents expenses
associated with renovation, equipment and marketing costs relating
to the start-up and launch of new locations incurred prior to
opening.
|
(8)
|
Represents charges
related to the loss on debt extinguishment recognized as part of
the 2023 Debt Restructuring.
|
(9)
|
Represents realized
benefit of labor related credit, that was
not previously considered probable and relates to prior
years.
|
(10)
|
Represents severance
costs related to discrete initiatives focused on reorganization and
delayering of the Company's labor model, management structure and
support functions.
|
ATI Physical
Therapy, Inc.
Reconciliation of
GAAP to Non-GAAP Financial Measures
($ in
thousands)
(unaudited)
|
|
|
Three Months
Ended
|
|
December
31,
|
September
30,
|
June
30,
|
March
31,
|
|
2022
|
2022
|
2022
|
2022
|
Net
loss
|
$
(102,407)
|
$
(116,694)
|
$
(135,723)
|
$
(138,223)
|
Plus
(minus):
|
|
|
|
|
Net (income) loss
attributable to non-controlling interests
|
(358)
|
376
|
177
|
473
|
Interest expense,
net
|
13,463
|
11,780
|
11,379
|
8,656
|
Income tax
benefit
|
(4,998)
|
(7,218)
|
(13,033)
|
(23,281)
|
Depreciation and
amortization expense
|
9,979
|
9,907
|
10,055
|
9,900
|
EBITDA
|
$
(84,321)
|
$
(101,849)
|
$
(127,145)
|
$
(142,475)
|
Goodwill, intangible
and other asset impairment charges (1)
|
96,038
|
106,663
|
127,820
|
155,741
|
Goodwill, intangible
and other asset impairment charges attributable to non-controlling
interests (1)
|
(364)
|
(457)
|
(654)
|
(940)
|
Changes in fair value
of warrant liability and contingent common shares liability
(2)
|
(10,357)
|
(7,720)
|
(2,680)
|
(26,011)
|
Loss on debt
extinguishment (3)
|
—
|
—
|
—
|
2,809
|
Loss on legal
settlement (4)
|
—
|
—
|
3,000
|
—
|
Share-based
compensation
|
1,544
|
1,920
|
2,004
|
1,964
|
Non-ordinary legal and
regulatory matters (5)
|
937
|
772
|
2,202
|
2,497
|
Pre-opening de novo
costs (6)
|
101
|
224
|
286
|
381
|
Transaction costs
(7)
|
1,093
|
55
|
603
|
1,538
|
Reorganization and
severance costs (8)
|
1,797
|
—
|
—
|
—
|
Non-recurring labor
related credits (9)
|
(105)
|
—
|
—
|
—
|
Gain on sale of Home
Health service line, net
|
—
|
—
|
—
|
(199)
|
Adjusted
EBITDA
|
$
6,363
|
$
(392)
|
$
5,436
|
$
(4,695)
|
Adjusted EBITDA
margin
|
3.9 %
|
(0.3) %
|
3.3 %
|
(3.1) %
|
|
|
(1)
|
Represents non-cash
charges related to the write-down of goodwill, trade name
indefinite-lived intangible and other assets.
|
(2)
|
Represents non-cash
amounts related to the change in the estimated fair value of IPO
Warrants, Earnout Shares and Vesting Shares.
|
(3)
|
Represents charges
related to the derecognition of the unamortized deferred financing
costs and original issuance discount associated with the full
repayment of the 2016 first lien term loan.
|
(4)
|
Represents charge for
net settlement liability related to billing dispute.
|
(5)
|
Represents non-ordinary
course legal costs related to the previously disclosed ATIP
stockholder class action complaints, derivative complaint, and SEC
matter.
|
(6)
|
Represents expenses
associated with renovation, equipment and marketing costs relating
to the start-up and launch of new locations incurred prior to
opening.
|
(7)
|
Represents costs
related to the Business Combination with FVAC II and
non-capitalizable debt and capital transaction costs.
|
(8)
|
Represents severance,
consulting and other costs related to discrete initiatives focused
on reorganization and delayering of the Company's labor model,
management structure and support functions.
|
(9)
|
Represents realized
benefit of labor related credit, that was
not previously considered probable and relates to prior
years.
|
ATI Physical
Therapy, Inc.
Reconciliation of
GAAP to Non-GAAP Financial Measures
($ in
thousands)
(unaudited)
|
|
|
Three Months
Ended
|
|
December
31,
|
September
30,
|
June
30,
|
March
31,
|
|
2021
|
2021
|
2021
|
2021
|
Net income
(loss)
|
$
1,690
|
$ (326,774)
|
$ (439,126)
|
$
(17,818)
|
Plus
(minus):
|
|
|
|
|
Net (income) loss
attributable to non-controlling interests
|
(869)
|
2,109
|
3,769
|
(1,309)
|
Interest expense,
net
|
7,215
|
7,386
|
15,632
|
16,087
|
Interest expense on
redeemable preferred stock
|
—
|
—
|
4,779
|
5,308
|
Income tax
benefit
|
(5,381)
|
(35,333)
|
(19,731)
|
(10,515)
|
Depreciation and
amortization expense
|
10,005
|
9,222
|
9,149
|
9,619
|
EBITDA
|
$
12,660
|
$
(343,390)
|
$
(425,528)
|
$
1,372
|
Goodwill, intangible
and other asset impairment charges (1)
|
—
|
508,972
|
453,331
|
—
|
Goodwill, intangible
and other asset impairment charges attributable to non-controlling
interest (1)
|
—
|
(2,928)
|
(5,021)
|
—
|
Changes in fair value
of warrant liability and contingent common shares liability
(2)
|
(10,046)
|
(162,202)
|
(25,487)
|
—
|
Gain on sale of Home
Health service line, net
|
(5,846)
|
—
|
—
|
—
|
Reorganization and
severance costs (3)
|
—
|
3,551
|
—
|
362
|
Transaction and
integration costs (4)
|
955
|
2,335
|
3,580
|
2,918
|
Share-based
compensation
|
905
|
1,248
|
3,112
|
504
|
Pre-opening de novo
costs (5)
|
543
|
511
|
441
|
434
|
Non-ordinary legal and
regulatory matters (6)
|
2,472
|
442
|
—
|
—
|
Loss on debt
extinguishment (7)
|
—
|
—
|
5,534
|
—
|
Loss on settlement of
redeemable preferred stock (8)
|
—
|
—
|
14,037
|
—
|
Adjusted
EBITDA
|
$
1,643
|
$
8,539
|
$
23,999
|
$
5,590
|
Adjusted EBITDA
margin
|
1.1 %
|
5.4 %
|
14.6 %
|
3.8 %
|
|
|
(1)
|
Represents non-cash
charges related to the write-down of goodwill, trade name
indefinite-lived intangible and other assets.
|
(2)
|
Represents non-cash
amounts related to the change in the estimated fair value of IPO
Warrants, Earnout Shares and Vesting Shares.
|
(3)
|
Represents severance,
consulting and other costs related to discrete initiatives focused
on reorganization and delayering of the Company's labor model,
management structure and support functions.
|
(4)
|
Represents costs
related to the Business Combination with FVAC II, non-capitalizable
debt transaction costs, clinic acquisitions and acquisition-related
integration and consulting and planning costs related to
preparation to operate as a public company.
|
(5)
|
Represents expenses
associated with renovation, equipment and marketing costs relating
to the start-up and launch of new locations incurred prior to
opening.
|
(6)
|
Represents non-ordinary
course legal costs related to the previously disclosed ATIP
stockholder class action complaints, derivative complaint, and SEC
matter.
|
(7)
|
Represents charges
related to the derecognition of the proportionate amount of
remaining unamortized deferred financing costs and original
issuance discount associated with the partial repayment of the
first lien term loan and derecognition of the unamortized original
issuance discount associated with the full repayment of the
subordinated second lien term loan.
|
(8)
|
Represents loss on
settlement of redeemable preferred stock based on the value of cash
and equity provided to preferred stockholders in relation to the
outstanding redeemable preferred stock liability at the time of the
closing of the Business Combination with FVAC II.
|
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SOURCE ATI Physical Therapy